Terms + Conditions of Sale
These Terms and Conditions of Sale (“Terms”) apply to all quotations, orders, invoices, and sales of products and services by Modo Workspaces Ltd. (“Modo”) unless otherwise agreed in writing. By accepting a quote, submitting a purchase order, or making payment, the buyer (“Buyer”) agrees to be bound by these Terms.
- Quotes and Acceptance
Quotes are valid for thirty (30) days from the date of issue unless otherwise stated. Orders are subject to acceptance by Modo, which may occur by written confirmation, signature, purchase order, or payment of deposit. - Deposits
A minimum deposit of fifty percent (50%) is required unless otherwise approved by Modo in writing. Orders will not be released to suppliers or manufacturing until the deposit is received. Deposits are non refundable once ordering, production, or allocation of inventory has commenced, except as required by applicable consumer protection law. - Pricing and Taxes
Prices exclude freight, delivery, installation, insurance, GST, and any other applicable taxes unless expressly stated otherwise. Pricing is based on current costs and final specifications and may be adjusted prior to delivery or invoicing due to supplier price increases, tariffs, customs duties, regulatory changes, or other factors beyond Modo’s reasonable control. - Payment Terms
Unless otherwise stated in writing, invoices are due thirty (30) days from the invoice date. Overdue balances will bear interest at two percent (2%) per month, calculated and prorated daily. Modo may suspend deliveries, installation, or further performance for non payment. Buyer is responsible for reasonable collection costs, including legal fees, where permitted by law. - Credit Card Payments
Credit Card payments may be accepted by Modo upon approval. Use of a credit card will be subject to a surcharge equal to Modo’s actual merchant processing costs, up to a maximum of two point four percent (2.4%) of the transaction amount. The surcharge will not exceed the cost incurred by Modo for processing the credit card payment and will not apply to debit card payments. Any surcharge will be disclosed on the invoice pr payment request in accordance with applicable federal and provincial laws and card network rules. - Delivery and Installation
Delivery and installation services are performed by third party contractors engaged by Modo. Buyer is responsible for site readiness, access, utilities, hoisting, elevator or dock access, and safe working conditions. Additional charges may apply for delays, storage, or re delivery caused by site conditions or Buyer actions. - Risk of Loss and Title
For non-installed orders, all shipments are F.O.B. Modo Workspaces warehouse and risk of loss transfers to Buyer upon release from Modo’s warehouse. For installed orders, risk of loss transfers upon substantial completion of installation. Title transfers upon full payment. - Warranties
Manufacturer warranties apply as provided by the manufacturer. To the fullest extent permitted by law, Modo disclaims all other warranties, conditions, or representations, express or implied, including implied warranties of merchantability and fitness for a particular purpose. Used, demo, clearance, and in stock products are sold “as is, where is,” unless otherwise stated in writing. Nothing herein limits statutory consumer rights where applicable. - Errors and Omissions
Buyer is responsible for reviewing all drawings, specifications, and documents. Errors or corrections must be reported within forty eight (48) hours of approval. Failure to do so constitutes acceptance. - Changes and Cancellations
Orders may not be cancelled or changed without Modo’s written consent. Approved changes or cancellations may result in charges including supplier cancellation fees, restocking fees, manufacturing costs, freight, and administrative time. - Limitation of Liability
Modo’s total liability for any claim arising out of or relating to the sale shall not exceed the amount paid by Buyer for the applicable order. In no event shall Modo be liable for indirect, incidental, or consequential damages, except in cases of gross negligence or willful misconduct. - Force Majeure
Modo shall not be liable for delays or failure to perform due to events beyond its reasonable control, including supplier delays, transportation disruptions, labor disputes, pandemics, acts of government, or shortages of materials. - Dispute Resolution and Governing Law
The parties shall first attempt to resolve disputes through good faith mediation in Alberta. These Terms are governed by the laws of the Province of Alberta and the applicable federal laws of Canada. Courts of Alberta shall have exclusive jurisdiction. - Purchase Order Conflicts / Acceptance
Acceptance of any Buyer purchase order or other document is expressly conditional upon the Buyer’s agreement to Modo Workspaces Ltd. Terms and Conditions of Sale. Any terms contained in Buyer documentation that conflict with or modify these Terms are rejected and shall have no effect unless explicitly agreed in writing by Modo.
Examples of terms requiring explicit written approval by Modo include, but are not limited to:
• Payment terms longer than thirty (30) days
• Unlimited liability or indemnity obligations
• Liquidated damages or back charges
Modo’s written acceptance of an order may incorporate such terms only if approved in writing by Modo’s authorized personnel. - General
Buyer may not set off amounts owed to Modo except as required by law. These Terms constitute the entire agreement and supersede prior discussions. If any provision is held unenforceable, the remainder shall remain in effect. Payment, warranty disclaimers, and limitation of liability survive completion or termination. - Entire Agreement
This Agreement represents the entire understanding between the Parties. No amendment or modification of this Agreement shall be valid unless in writing and executed by both Parties. - Acceptance
Note that your acceptance or Modo’s quotation(s) confirms your agreement to these terms in their entirety. No other terms or conditions apply.